News & Analysis as of

Misrepresentation Financial Statements

A&O Shearman

Southern District Of New York Grants Motion For Judgment On The Pleadings In Securities Class Action Against Software Company

A&O Shearman on

On March 7, 2025, Judge John P. Cronan of the Southern District of New York granted a motion for judgment on the pleadings in a putative class action asserting claims under Sections 11 and 15 of the Securities Act of 1933...more

A&O Shearman

Southern District Of New York Dismisses Securities Act Claims Against Railroad Company For Failure To Adequately Allege Actionable...

A&O Shearman on

On February 27, 2025, Judge Lewis A. Kaplan of the United States District Court for the Southern District of New York dismissed a putative class action asserting claims under the Securities Act of 1933 against a railroad...more

Morrison & Foerster LLP

In SEC v. Rio Tinto PLC, the Second Circuit Confirms “Scheme Liability” Claims Require More than Misrepresentations.

Courts from the United States Supreme Court on down have long grappled with what, precisely, constitutes “scheme liability” under the federal securities laws, and to what extent a scheme can be based solely on false or...more

Carlton Fields

The Building Blocks of Materiality

Carlton Fields on

Representations and warranties play an important role in M&A agreements by providing valuable disclosures and allocating risks between the parties. Representations regarding the target company’s financial statements are...more

McCarter & English, LLP

Delaware Law Updates – Anti-Reliance Provision In Merger Agreement Justifies Non-Payment Of Working Capital Deficiency

Sparton Corp. v. O’Neil, et al., C.A. No. 12403-VCR (Del. Ch. Aug. 9, 2017) – In this opinion, the Delaware Court of Chancery addressed a situation in which a purchaser of a company discovered that the actual amount of...more

Stinson - Corporate & Securities Law Blog

Court Finds Fraud Carve Out Ambiguous in Stock Purchase Agreement

In EMSI Acquisition, Inc., v. Contrarian Funds, LLC et al, the Delaware Court of Chancery examined a fraud carve out from an indemnification cap and an action for confirmation of an auditors award on a purchase price...more

A&O Shearman

Northern District Of California Dismisses Some, But Not All, Securities Fraud Claims Based On Accounting Disclosures

A&O Shearman on

On February 24, 2017, Judge Edward Chen of the United States District Court for the Northern District of California granted in part and denied in part a motion to dismiss a putative securities class action against Leapfrog...more

Carlton Fields

Complaint Fails To Overcome Heightened Pleading Standard For Fraud Relating To Reporting Of Reinsurer’s Losses

Carlton Fields on

The Southern District of New York granted Amtrust Financial Services’ motion to dismiss after finding that the plaintiff failed to specifically allege misstatements or omissions necessary to prove scienter in claims related...more

8 Results
 / 
View per page
Page: of 1

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide